UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 1,
2010
ENTREMED,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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0-20713
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58-1959440
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification
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incorporation
or organization)
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No.)
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9640
Medical Center Drive
Rockville,
Maryland
(Address
of principal executive offices)
20850
(Zip
Code)
(240)
864-2600
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the
registrant
under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On June
30, 2010, EntreMed, Inc. (the “Company”) filed a Certificate of Amendment of
Amended and Restated Certificate of Incorporation ( the “Amendment”) with the
Delaware Secretary of State to amend the Company’s Amended and Restated
Certificate of Incorporation. The Amendment, which was effective as
of 8:00 a.m. EST, on July 1, 2010 (the “Effective Time”), affected a 1-for-11
reverse stock split of the Company’s common stock, $0.01 par value per share
(“Common Stock”).
As a
result of the reverse stock split, each eleven shares of the Common Stock that
were issued and outstanding or held in treasury at the Effective Time were
automatically combined into one share. No fractional shares will be
issued in connection with the reverse stock split. Stockholders who are entitled
to fractional shares will receive a cash payment in lieu of receiving fractional
shares equal to the fractional share interest multiplied by $0.40 (the per share
closing price of the Company’s common stock as last reported on the Nasdaq Stock
Market on June 30, 2010).
For the
purpose of identifying the reverse stock split, the Company's trading symbol
will be temporarily changed from “ENMD” to “ENMDD” for a period of twenty
trading days beginning July 1, 2010. The Company's trading symbol
will revert to “ENMD” on July 30, 2010. The Company’s new CUSIP
number for its Common Stock is 29382F 202.
The
Company’s transfer agent and exchange agent for purposes of the reverse stock
split, American Stock Transfer & Trust Company, LLC, will send instructions
to stockholders of record who hold stock certificates regarding the exchange of
old stock certificates for new stock certificates.
The
Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference
herein. The press release announcing the reverse stock split is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
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3.1
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Certificate of Amendment of
Amended and Restated Certificate of
Incorporation
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99.1
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Press Release, dated June 30,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ENTREMED,
INC.
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/s/ Cynthia W. Hu
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Cynthia
W. Hu
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Chief
Operating Officer, General Counsel &
Secretary
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Date: July
7, 2010
Exhibit
Index
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3.1
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Certificate of Amendment of
Amended and Restated Certificate of
Incorporation
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99.1
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Press Release, dated June 30,
2010
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Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
ENTREMED, INC.
EntreMed, Inc. (the
“Corporation”), a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of
Directors of the Corporation has duly adopted resolutions: (i) authorizing
the Corporation to execute and file with the Secretary of State of the State of
Delaware this Certificate of Amendment of Amended and Restated Certificate of
Incorporation (this “Certificate of Amendment”) to combine each eleven (11)
outstanding shares of the Corporation's common stock, par value $0.01 per share
(the “Common Stock”), into one (1) share of Common Stock, par value $0.01
per share; and (ii) declaring this Certificate of Amendment to be advisable
and recommended for approval by the stockholders of the
Corporation.
SECOND: That this Certificate of
Amendment was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware by the Board of
Directors and the stockholders of the Corporation.
THIRD: That the capital of the
Corporation shall not be reduced under or by reason of this Certificate of
Amendment.
FOURTH: That upon the effectiveness of
this Certificate of Amendment, Article FOURTH of the Amended and Restated
Certificate of Incorporation is hereby amended and restated such that, as
amended, said paragraph below shall read as follows:
“The total number of shares of capital
stock which the Corporation is authorized to issue is One Hundred Seventy Five
Million (175,000,000) divided into two classes as follows:
(A)
Common Stock
. One
Hundred Seventy Million (170,000,000) shares of common stock, $.01 par value per
share (“Common Stock”), the holder of which shall be entitled to one vote for
each share on all matters required or permitted to be voted on by stockholders
of the Corporation, and
(B)
Preferred
Stock
. Five Million (5,000,000) shares of preferred stock, $1.00 par
value per share (“Preferred Stock”).
Effective
at 8:00 a.m. on July 1, 2010, each eleven (11) shares of Common Stock issued and
outstanding at such time shall be combined into one (1) share of Common
Stock (the “Reverse Stock Split”). No fractional shares shall be
issued upon the Reverse Stock Split. All shares of Common Stock
(including fractions thereof) issuable upon the Reverse Stock Split to a given
holder shall be aggregated for purposes of determining whether the Reverse Stock
Split would result in the issuance of any fractional share. If, after
the aforementioned aggregation, the Reverse Stock Split would result in the
issuance of a fraction of a share of Common Stock, the Corporation shall, in
lieu of issuing any such fractional share, pay the holder otherwise entitled to
such fraction a sum in cash equal to the fraction multiplied by the fair market
value per share of the Common Stock as determined in a reasonable manner by the
Board of Directors. Upon surrender by a holder of a certificate or
certificates for Common Stock (including, for this purpose, a holder of shares
of Common Stock issuable upon conversion of Preferred Stock), duly endorsed, at
the office of the Corporation (or, if lost, an acceptable affidavit of loss is
delivered to the Corporation), the Corporation shall, as soon as practicable
thereafter, issue and deliver to such holder, or to the nominee or assignee of
such holder, a new certificate or certificates for the number of shares of
Common Stock, or book-entry shares in lieu of a new certificate or certificates
evidencing and representing the number of shares of Common Stock, that such
holder shall be entitled to following the Reverse Stock Split.”
FIFTH: This
Certificate of Amendment shall become effective at 8:00 a.m. on July 1,
2010.
IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Amendment of Amended and Restated Certificate of
Incorporation to be executed by Cynthia W. Hu, its Chief Operating Officer,
General Counsel and Secretary, this 30
th
day
of June, 2010.
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ENTREMED,
INC.
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By:
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/s/ Cynthia W. Hu
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Name:
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Cynthia
W. Hu
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Title:
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Chief
Operating Officer, General Counsel &
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Secretary
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Exhibit
99.1
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FOR
IMMEDIATE RELEASE:
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CONTACT:
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June
30, 2010
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Ginny
Dunn
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4:15
p.m. EDT
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Associate
Director, Corporate
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Communications
& Investor
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Relations
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EntreMed,
Inc.
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240.864.2643
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ENTREMED
ANNOUNCES REVERSE STOCK SPLIT
ROCKVILLE, MD
, June 30, 2010 –
EntreMed, Inc. (Nasdaq: ENMD), today announced that it has filed a certificate
of amendment to its Amended and Restated Certificate of Incorporation to effect
a 1-for-11 reverse stock split that will become effective with the open of
trading on July 1, 2010. The primary objective in affecting a
reverse split is to better enable the Company to maintain the listing of its
common stock on the NASDAQ Capital Market. The Company’s common stock
will continue trading on the NASDAQ Capital Market and will begin trading on a
split-adjusted basis at the open of trading on Thursday, July 1,
2010.
At EntreMed’s Annual Meeting of
Stockholder’s held on June 3, 2010, stockholders voted to approve a proposal
authorizing the Board of Directors, at its discretion, to implement a reverse
split at a ratio between 1-for-2 and 1-for-20 of the Company’s common stock
without further action from stockholders, and as authorized, the Board of
Directors has elected to effect a reverse split at the ratio of
1-for-11.
“We appreciate the support of our
stockholders in granting our Board of Directors the authority to affect a
reverse split. After in-depth consideration of our options, the Board
determined that a reverse split of the Company’s stock is in the best interest
of stockholders and is the appropriate next step in order to execute our
clinical development objectives for ENMD-2076,” commented Michael M. Tarnow,
Executive Chairman of EntreMed. “By affecting a reverse stock split,
the Company is better positioned to regain compliance with the NASDAQ listing
rules. Maintaining our listing on NASDAQ provides the Company with
greater flexibility with respect to access to the capital markets. We
feel positive about the clinical results of ENMD-2076 thus far and maintaining
our listing on NASDAQ affords us greater corporate opportunities to continue to
financially and strategically support the development of
ENMD-2076.”
Details
of the Reverse Split
At the effective time of the reverse
stock split, every 11 shares of EntreMed’s pre-split common stock, par value,
$0.01 per share, will automatically be reclassified as and converted into 1
share of post-split common stock, par value, $0.01 per share. As a
result of the reverse split, the number of shares of outstanding common stock
will be approximately 9.5 million, excluding stock options and unexercised
warrants and subject to adjustment for fractional shares. The reverse
stock split will not affect any stockholder’s ownership percentage of EntreMed’s
shares, except to the limited extent that the reverse stock split would result
in any stockholder owning a fractional share.
It is expected that NASDAQ will append
a “D” to the Company’s ticker symbol to indicate the completion of the reverse
split and that after a 20 trading-day period following the reverse split, the
ticker symbol will revert to “ENMD”. In addition, shares of EntreMed
common stock will also trade under a new CUSIP number effective July 1,
2010.
Additional information, including FAQ’s
from our shareholders, can be accessed directly at
www.entremed.com/Reverse-Split-FAQs.pdf
and in the Company’s definitive proxy statement filed with the SEC on April 29,
2010.
About
EntreMed
EntreMed, Inc. is a clinical-stage
pharmaceutical company committed to developing ENMD-2076, a selective angiogenic
kinase inhibitor, for the treatment of cancer. ENMD-2076 is currently
in a multi-center Phase 2 study in ovarian cancer and in several Phase 1 studies
in solid tumors, multiple myeloma, and leukemia. Additional
information about EntreMed is available on the Company’s web site at
www.entremed.com
and
in various filings with the Securities and Exchange Commission.
Forward
Looking Statements
This release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
with respect to the outlook for expectations for future financial or business
performance, strategies, expectations and goals. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are made,
and no duty to update forward-looking statements is assumed. Actual results
could differ materially from those currently anticipated due to a number of
factors, including those set forth in Securities and Exchange Commission filings
under "Risk Factors," including the risk that we may be unable to continue
as a going concern as a result of our inability to raise sufficient capital for
our operational needs; the possibility that we may be delisted from trading on
the Nasdaq Capital Market; the volatility of our common stock; risks relating to
the need for additional capital and the uncertainty of securing additional
funding on favorable terms; the failure to consummate a transaction to monetize
the royalty stream for any reason, including our inability to obtain the
required third-party consents; declines in actual sales of Thalomid
®
resulting in reduced revenues; risks associated with the Company’s
product candidates; the early-stage products under development; results in
preclinical models are not necessarily indicative of clinical results;
uncertainties relating to preclinical and clinical trials, including delays to
the commencement of such trials; success in the clinical development of any
products; dependence on third parties; future capital needs; and risks relating
to the commercialization, if any, of the Company's proposed products (such as
marketing, safety, regulatory, patent, product liability, supply, competition
and other risks).
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